CHAR Technologies Closes $6 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESTORONTO, Feb. 05, 2021 (GLOBE NEWSWIRE) — CHAR Technologies Ltd. (“CHAR” or the “Company”) (TSX Venture Exchange: YES) is pleased to announce it has completed the non-brokered private placement (the “Offering”) described in its news release on January 27th, 2021. In connection with the Closing of the Offering the Company issued an aggregate of 18,461,537 units at a price of CDN$0.325 per unit for gross proceeds of CDN$6,000,000. Each unit is comprised of one common share of the Company (“Shares”) and one-half share purchase warrant (“Warrant”). The Company issued an aggregate of 9,230,769 Warrants. Each Warrant will entitle the holder to acquire one common share of the Company for two years after the closing of the offering at a price of CDN$0.40.“We were very pleased with the overwhelming interest and exceptional investor support in the offering which had substantial demand beyond the placement size. We had significant institutional participation and interest,” said Andrew White, CEO. “The proceeds will not only strengthen our financial position but will also enable us to capitalize on the growing number of opportunities emerging in the Clean Tech sector for our products and technologies.”A Portfolio Manager at a Canadian Institutional Investor offered comment on the Private Placement, “We see the Company at an inflexion point as it is transforming its business model, ready to commercialize its technology in an emerging market segment with little direct competition in the growing Cleantech Sector.”Certain insiders of the Company acquired Shares in the Offering. This participation by insiders in the Private Placement constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company considers such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Shares subscribed for by the insiders, nor the consideration for the Shares paid by such insiders, would exceed 25% of the Company’s market capitalization.CHAR intends to use the net proceeds of the Offering primarily for working capital needs with anticipated contracts, project development activities and investment in technology initiatives. The Company paid a cash finder’s fee to Leede Jones Gable equal to 6% of $5,000,000 of proceeds raised under the Financing plus 6% in broker warrants of 914,967. The additional $1,000,000 raised did not include any commissions or broker warrants as it related to funds raised by the Company and primarily included insiders, friends and family and existing shareholders.The securities issued under the Offering, will be subject to a statutory hold period expiring four months and one day from the date of issuance of such securities. The Company confirms there is no material information pending disclosure. The Financing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange (“the TSXV”) and the applicable securities regulatory authorities. The Offering has received the conditional approval of the TSX Venture Exchange and remains subject to final approval of the TSXV.About CHAR TechnologiesCHAR is a cleantech development and services company, specializing in high temperature pyrolysis, converting woody materials and organic waste into renewable gases (renewable natural gas and green hydrogen) and biocarbon (activated charcoal “SulfaCHAR” and solid biofuel “CleanFyre”). Additional services include custom equipment for industrial water treatment, and providing services in environmental compliance, environmental management, site investigation and remediation, engineering and resource efficiency.Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ” U.S. Securities Act “), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.Cautionary Statement Regarding Forward-Looking InformationCertain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward- looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the process and completion of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking information. Forward looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedar.com under the Company’s profile and on the Company’s website, https://www.chartechnologies.com/ . The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.